UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2006
Investors Capital Holdings, Ltd.
(Exact name of registrant as specified in its charter)
Massachusetts 1-16349 04-3284631
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
230 Broadway East
Lynnfield, MA 01940
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (800) 949-1422
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant
On August 8, 2006:
(i) Brown & Brown, LLP ("B&B") officially notified Investors
Capital Holdings, Ltd. (the "Company") that on May 26, 2006, B&B's partners had
announced that they were joining UHY LLP ("UHY"), a New York limited liability
partnership. UHY is an independent registered public accounting firm. Also on
August 8, 2006, B&B notified the Company that, as a result of the merger, B&B
would no longer provide audit and attestation services and that those services
would now be handled by UHY, as B&B's successor in interest. B&B requested that
the Company accept and appoint UHY as the independent public auditors of the
Company effective as of August 8, 2006.
(ii) the Company engaged UHY as the principal accountant to audit
the Company's financial statements for the Company's fiscal year ending March
31, 2007 and the interim periods prior to such year-end.
The decision to change principal accountants was approved by the Audit
Committee of the Company's Board of Directors.
None of the reports of B&B on the Company's financial statements for either
of the past two years contained an adverse opinion or disclaimer of opinion, or
was qualified or modified as to uncertainty, audit scope or accounting
principles.
During the two most recent fiscal years of the Company and any subsequent
interim periods, there were no disagreements between the Company and B&B on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of B&B, would have caused it to make reference to the subject
matter of the disagreements in connection with its report.
The Company has provided B&B with a copy of the foregoing disclosures in
conjunction with the filing of this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits - The following exhibit is furnished as part of this current
report:
Letter, dated August 8, 2006, from Brown & Brown LLP to the Securities and
Exchange Commission
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Investors Capital Holdings, Ltd.
By: /s/ Ted Charles
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Ted Charles, President
Date: August 10, 2006